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The third incarnation of Fashion’s Night Out (FNO) is September 8.
And it can be overwhelming and intimidating, with more than 1,000 stores participating in New York City alone–and not just in Manhattan–as well as more than 250 stores in other cities. They stay open late, some
with live performances, DJs and
other offerings. According to Susan Portnoy, Fashion’s Night Out’s
Vice President for Corporate Communications & Digital Strategy, the original idea behind it was to give the the fashion industry a boost during the recession. (If you want to see more on the conception of FNO, click here.)

“There are wonderful products being created especially for FNO as well as stores that are using a lot of interesting incentives that are tied to purchase,” says Portnoy.

But not every store has an incentive. So, I’ve whittled down a list of locations, including designer boutiques, restaurants and block parties, most offering freebies to draw you in. From goody bags, food, cocktails and raffle prizes, to mini-makeovers, massages, manicures and makeup consultations–you can enjoy these perks during FNO without having to spend hundreds of dollars (you may even see some celebs if that’s your thing). Although, if you can, you should spend: Many businesses and designers–in addition to offering FNO-specific items or incentives for purchases–will donate a portion of their sales from the evening to charity. At the very least, buy a FNO T-shirt (long-sleeve version, $30, above) for $25 or tote bag for $50 (available at most participating stores): 40% of the proceeds will go to the New York City AIDS Fund in the New York Community Trust.

But if you consider yourself a charity case, below is a list of 27 places to hit if you want to score some swag. And note: Don’t be late; some spots only give out the goodies on a first-come, first-serve basis (while supplies last).

A Uno Tribeca
Image consulting for makeup, accessories and fashion, as well as live music, wine and snacks.
7 p.m. to 10 p.m.123 West Broadway, Manhattan, 212-227-6233

Bare Escentuals
Call ahead to make a reservation for a free “make-under.” Free limited-edition tote bag with any $50 purchase, while supplies last.
6 p.m. to 9 p.m. (6 p.m. to 11 p.m. at the Times Square store)Multiple stores throughout Manhattan, Queens, Staten Island and Brooklyn; visit bareescentuals.com for locations

Betsey Johnson
The SoHo location will feature music from DJ Kalkutta, makeup by Stila Cosmetics and live models. The Upper West Side location will have hair by Faith and Reeva G. All three locations will offer cupcakes, champagne and a chance to win a Betsey Johnson tote.
6 p.m. to 10 p.m. in SoHo, 7 p.m. to 9 p.m. in other locations138 Wooster Street, Manhattan, (212) 995-5048; 248 Columbus Avenue, Manhattan, (212) 362-3364; 1060 Madison Avenue, Manhattan, (212) 734-1257

Billabong
Appearance from professional surfer Taj Burrow to celebrate his new line for Billabong, food, drinks and a DJ. The first 100 people to arrive will receive a free limited-edition gift. The first 50 people also will receive a free Billabong Jrs. tote.
7:30 p.m. to 9:30 p.m.597 Broadway, Manhattan, (212) 840-0550

Bogner New York
Hors d’oeuvres, champagne and a free gift while supplies last.
6 p.m. to 11 p.m.380 West Broadway, Manhattan, (212) 219-2757

Elie Tahari
A special gift, music from DJ Maia, dessert and cocktails with celebrity chef Candice Kumai, style blogger Keiko Lynn and Elie Tahari himself to celebrate the launch of ETC, Tahari’s new online magazine. 6 p.m. to 10 p.m.
417 West Broadway, Manhattan, (212) 334-4441

Elizabeth Arden Flagship Store
Mini-services, cocktails by Dutch Kills, music from DJ Shan Boogie, raffles
and special gifts. Receive a complimentary eyelash application with any purchase of $50 or more. Call to RSVP for a full-access appointment and to reserve a special gift.
6 p.m. to 10 p.m.691 5th Avenue, Manhattan, (212) 261-1254

GUESS
A DJ, mini-makeovers by NYX Cosmetics and mini-manicures. Join the GUESS List and make a $5.00 donation during the event to the NYC AIDS Fund and receive a goody-filled canvas tote that can be customized by a local graffiti artist.
6 p.m. to 11 p.m.575 Fifth Avenue, Manhattan, (212) 922-9792; 537 Broadway, Manhattan, (212) 226-9545

Maybelline New York
Free mini-makeovers, free tubes of Great Lash mascara while supplies last and music from DJ Chelsea Leyland. The first 300 guests will receive a limited edition Great Lash T-shirt designed by Patricia Field.
6 p.m. to 11 p.m.Gansevoort Plaza, Little West 12th Street, Manhattan, (212) 984-4000

MCM
Champagne and a raffle for a chance to win a MCM fall/winter 2011 handbag.
6 p.m. to 11 p.m.The Shops at The Plaza, 1 West 58th Street, Manhattan, (212) 832-2626

Nostylgia
Live music, performance art, drinks from the Inwood Tea Bar and Chess Lounge at Nostylgia and a product giveaway to all attendees.
6 p.m. to 11 p.m.251 Dyckman Street, Manhattan, (212) 304-0337